Good Reason

Good Reason. The meaning set forth in the Grantee's employment or other agreement with the Company, any Subsidiary or any Affiliate

Good Reason. Means the occurrence of one or more of the following, without your express written consent, during a Change in Control Period:(i) a material reduction of your duties or responsibilities (taken as a whole), relative to your duties or responsibilities as in effect immediately prior to such reduction, provided, that any change made solely as the result of the Company becoming a subsidiary or business unit of a larger company in a Change in Control shall not provide for your resignation for Good... Reason hereunder;(ii) a reduction by the Company in your targeted total cash compensation of more than ten percent (10%) from your targeted total cash compensation in effect immediately prior to such reduction, except in connection with a reduction in targeted total cash compensation affecting all executive level employees of the Company;(iii) the Company's material breach of any of its obligations under your offer letter or employment agreement, including, without limitation, failure to obtain a successor's assumption of any such agreement; or(iv) a material relocation of your principal office to a place more than thirty (30) miles from its then present location, except that required travel on the Company's business to an extent substantially consistent with your business travel obligations as of immediately prior to change shall not be considered a relocation. A resignation will not be for Good Reason unless the event or condition giving rise to such resignation continues more than thirty (30) days following your written notice of such event or condition provided to the Company within ninety (90) days of the first occurrence of such event or condition and such resignation is effective within thirty (30) days following the end of such notice period. View More

Good Reason. For purposes of this Plan, "Good Reason" means the occurrence of any one or more of the following without the Executive's express written consent: (i) The assignment to Executive of duties which are materially different from or inconsistent with the duties, responsibilities and status of Executive's position at any time during the six (6) month period prior to the Change of Control of the Company, or which result in a significant reduction in Executive's authority and responsibility as an... executive of the Company or a subsidiary; (ii) A reduction by the Company in (1) Executive's Annual Base Salary or salary grade as of the date immediately prior to the Change of Control, or the failure to grant salary increases and bonus payments on a basis comparable to those granted to other executives of the Company, (2) Executive's Target Bonus as of the date immediately prior to the Change of Control, or (3) the target value of Executive's equity-based compensation awards under the Company's Stock Incentive Plan, as of the date immediately prior to the Change of Control; (iii) any requirement of the Company that the Executive be based at a location in excess of 50 miles from the facility which is the Executive's principal business office at the time of the Change of Control; (iv) The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Plan, as contemplated in Section 8 of this Plan; (v) Any termination by the Company of Executive's employment that is other than for Cause; or (vi) A reduction of 5% or more in the aggregate benefits provided to Executive and Executive's dependents under the Company's employee benefit plans (including, without limitation, retirement, medical, prescription, dental, disability, salary continuance, employee life, group life, and accidental death insurance plans and programs) in which the Executive is participating immediately prior to such Change of Control. The existence of Good Reason shall not be affected by Executive's Disability. Except as provided in Section 2(i) of this Plan, Executive's continued employment shall not constitute a waiver of Executive's rights with respect to any circumstance constituting Good Reason under this Plan. Notwithstanding anything to the contrary, in order to be eligible to resign for Good Reason, the Executive must give written notice of the event or circumstance claimed to constitute Good Reason within 90 days after the Executive first becomes aware of such event or circumstance. And, with respect to each Executive other than the Chief Executive Officer of the Company (the "CEO") and the Chief Financial Officer of the Company (the "CFO"), in the case of an event or circumstance claimed to constitute Good Reason under Section 2(h)(i), the Company shall have a period of 45 days to cure the event or circumstance and the Executive may resign for Good Reason only after the end of such cure period and only if the Company has not cured such event or circumstance. View More

Good Reason. (a) A material adverse change in the scope of the Participant's responsibilities or authority, excluding any such change after a Change of Control that is solely as a result of the Company's common stock no longer being publicly traded on a national securities exchange; (b) The material reduction in the Participant's annual base salary or target bonus percentage (c) The reduction in the aggregate in the Participant's eligibility for participation in the Company's benefit plans; (d) The... relocation of the Participant's principal place of work by more than 50 miles from its then current location; or (e) The failure of any successor to the Company in a Change of Control to expressly assume the Plan in writing within ten (10) days after the occurrence of a Change of Control. In order to terminate employment for Good Reason, a Participant must, within 90 days of the initial existence of circumstances constituting Good Reason, notify the Company in writing of the existence of such circumstances, and the Company shall then have 30 days to remedy the circumstances. If the circumstances have not been fully remedied by the Company, the Participant shall have 60 days following the end of such 30-day period to exercise the right to terminate for Good Reason. If the Participant does not timely do so, the right to terminate for Good Reason shall lapse and be deemed waived, and the Participant shall not thereafter have the right to terminate for Good Reason unless further circumstances occur which themselves give rise to a right to terminate for Good Reason View More

Good Reason. A Participant's resignation due to the occurrence of any of the following conditions which occurs without the Participant's written consent, provided that the requirements regarding advance notice and an opportunity to cure set forth below are satisfied: (i) a reduction of Participant's then current base salary by 10% or more unless such reduction is part of a generalized salary reduction affecting similarly situated employees; (ii) a change in Participant's position with the Company that... materially reduces Participant's duties, level of authority or responsibility; or (iii) the Company conditions Participant's continued service with the Company on Participant's being transferred to a site of employment that would increase Participant's one-way commute by more than 35 miles from Participant's then principal residence. In order for Participant to resign for Good Reason, Participant must provide written notice to the Company of the existence of the Good Reason condition within 60 days of the initial existence of such Good Reason condition. Upon receipt of such notice, the Company will have 30 days during which it may remedy the Good Reason condition and not be required to provide for the vesting acceleration described herein as a result of such proposed resignation. If the Good Reason condition is not remedied within such 30 day period, Participant may resign based on the Good Reason condition specified in the notice effective no later than 30 days following the expiration of the 30-day cure period View More

Good Reason. As a reason for a Participant's termination of employment shall have the meaning assigned such term in the Change-in-Control Retention Agreement, if any, between the Participant and the Company or Subsidiary

Good Reason. The meaning provided in that certain Executive Agreement, effective as of November 29, 2018, by and between the Company and the Optionee.

Good Reason. The termination of the Executive's employment with any VIZIO Group member by the Executive in accordance with the last paragraph of this Section 7(l) after the occurrence of one or more of the following events without the Executive's express written consent: (i) the material reduction, without the Executive's consent, in the Executive's Base Salary (other than a reduction in Base Salary implemented as part of a decrease of base compensation of all officers of the applicable VIZIO Group member,... and then by no greater percentage as the percentage decrease in the base compensation of all such officers); (ii) the material diminution, without the Executive's consent, of the Executive's authority, duties, responsibilities, or title (other than a temporary suspension of authority, duties or responsibilities due to the Executive's illness or disability, or an investigation of misconduct), or the assignment to the Executive, without the consent of the Executive, of any duties materially inconsistent with the Executive's position, authority, duties or responsibilities (including status, offices, titles and reporting requirements); (iii) the applicable VIZIO Group member's material breach of the Employment Agreement; (iv) the failure of any successor to the Company (whether by merger, acquisition, consolidation, reorganization or otherwise) to assume, upon the successor becoming such, the obligations of the Company hereunder; and/or (v) a material change in the geographic location of the Executive's principal place of employment to a location more than 50 miles from the Company's Irvine, California offices. For purposes of interpreting Section 7(l)(ii), following a Change in Control, the Executive will have experienced a material diminution in his or her "authority, duties or responsibilities" if he or she does not serve in the capacity with titles and offices of the Ultimate Parent Entity that are comparable to those set forth in the Employment Agreement and his or her duties or authority is not customary for that position (or an equivalent position, and the duties and authority customary for that position). The Executive's resignation will only constitute a resignation for Good Reason hereunder if (x) the Executive provides the Company with a written notice of termination within 60 days following the initial existence of the action or event that the Executive believes gives rise to Good Reason, (y) the applicable VIZIO Group member has failed to cure the same within 30 Business Days of its receipt of such notice (or, if able to be cured and the cure reasonably requires longer than 30 Business Days, then within such longer reasonable period, provided the applicable VIZIO Group member promptly undertakes action to cure and diligently pursues the same until cured), and (z) the date of termination occurs no later than 110 days after the later of (a) the initial occurrence of the action or event constituting Good Reason or (b) the date on which the Executive learns or reasonably should have learned of such action or event (but in no event later than 2 years after the initial occurrence of the action or event constituting Good Reason). The applicable VIZIO Group member may relieve the Executive of some or all of his or her authority, duties and responsibilities during any notice period, and such relief will not serve as a basis for the Executive to claim "Good Reason." View More

Good Reason. Means in respect of the Corporation and the Subsidiaries and without the Participant's consent: (i) the occurrence of a material diminution in the Participant's authority, duties, or responsibilities (other than temporarily while the Participant is physically or mentally incapacitated or as required by applicable law); (ii) a material adverse change in the reporting structure applicable to the Participant; (iii) a relocation of the Participant's principal place of employment by more than 50... miles; or (iv) a material reduction in the Participant's aggregate base salary and target bonus (other than a general reduction that affects all similarly situated executives in substantially the same proportions); provided, however, that the Participant shall be considered to have terminated employment for Good Reason only if (A) the Participant provides notice to the Corporation of the event or condition 2 meeting the foregoing definition of Good Reason within 30 days after the initial occurrence of such event or condition, (B) the Corporation or the applicable Subsidiary fails to correct such event or condition within 30 days of receiving notice thereof from the Participant, and (C) the Participant terminates employment with the Corporation and the Subsidiaries within 30 days after the expiration of such correction period. View More

Good Reason. The meaning ascribed thereto in any employment or other agreement between Recipient and the Company or any subsidiary or, if there is no such agreement or definition therein, "Good Reason" shall mean: (i) a material breach by the Company or any subsidiary of any material covenant or provision of Recipient's employment agreement, if any; (ii) a breach by the Company, MIP RI LLC, Wheels Up MIP LLC or any subsidiary thereof of any provision in an outstanding equity award agreement with Recipient... that materially affects Recipient's rights or benefits with respect to the equity awards held by Recipient or any other equity award subsequently granted to Recipient; (iii) any involuntary change in Recipient's title or reporting relationships or any involuntary material diminution in Recipient's material duties, authorities or responsibilities; (iv) a reduction by the Company or any subsidiary in the base salary or annual target bonus compensation payable to Recipient; or (v) the relocation of Recipient's principal place of business outside New York, New York or the State of New Jersey; provided, however, that none of the foregoing shall constitute Good Reason unless Recipient first provides the Company with written notice referencing this provision and describes the existence of such event that Recipient believes constitutes Good Reason within sixty (60) days after he or she becomes aware of the existence of such event, and the Company fails to cure such change or reduction within thirty (30) days after receipt of such written notice, and Recipient resigns from employment within fifteen (15) days after the end of such cure period View More